In In re BioClinica, Inc. Shareholder Litigation, the Delaware Court of Chancery in a memorandum opinion on a motion to expedite examined the cumulative effect of deal protection devices to determine whether they should have been deemed preclusive under Omnicare.
The plaintiffs in BioClinica argued that the impact of a combination of (i) a standstill provision in the confidentiality agreement signed by a potential alternative bidder, which prevented that bidder from acquiring BioClinica other than through a tender offer, and (ii) a rights plan constituted an impermissible lock-up, because the announcement of a tender offer would trigger BioClinica’s poison pill.
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